Sanara MedTech shareholders approve two proposals

The HSR waiting period is set to expire October 15, 2026, unless extended or ended early, and the merger remains subject to other conditions.

Rhea-AI Filing Summary

Sanara MedTech Inc. reported that shareholders approved Proposals 1 and 2 at its September 30, 2026 special meeting. As of the September 1, 2026 record date, 9,188,035 common shares were outstanding; 6,411,427 shares, approximately 69.78%, were present in person or by proxy, constituting a quorum. Proposal 1 received 6,372,989 votes for, 1,944 against and 36,494 abstentions. Proposal 2 received 5,841,470 votes for, 75,247 against and 494,710 abstentions. Proposal 3 was not submitted because sufficient votes had been cast to approve Proposal 1.

Separately, MiMedx, in consultation with Sanara, withdrew its HSR notification on September 11, 2026, and refiled it on September 15 to provide the Federal Trade Commission additional review time. The refiling began a new 30-calendar-day waiting period, set to expire at 11:59 p.m. Eastern Time on October 15, 2026, unless extended or earlier terminated. The merger remains subject to satisfaction or waiver of the other conditions in the Merger Agreement.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Outstanding common shares: 9,188,035 shares Shares present at meeting: 6,411,427 shares (approximately 69.78%) Proposal 1 vote results: 6,372,989 for; 1,944 against; 36,494 abstentions +3 more

6 metrics

Outstanding common shares 9,188,035 shares As of the September 1, 2026 record date

Shares present at meeting 6,411,427 shares (approximately 69.78%) Present in person or represented by proxy

Proposal 1 vote results 6,372,989 for; 1,944 against; 36,494 abstentions Shareholders approved Proposal 1

Proposal 2 vote results 5,841,470 for; 75,247 against; 494,710 abstentions Shareholders approved Proposal 2

HSR waiting period 30 calendar days New waiting period began with the September 15, 2026 refiling

HSR waiting period expiration October 15, 2026, at 11:59 p.m. Eastern Time Unless extended or earlier terminated

Key Terms

quorum, Record Date, Hart-Scott-Rodino Antitrust Improvements Act, waiting period

4 terms

quorum regulatory

"constituting a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Record Date technical

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Hart-Scott-Rodino Antitrust Improvements Act regulatory

"pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

waiting period regulatory

"commencing a new 30-calendar-day waiting period"

A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the SMTI special meeting vote results?

Shareholders approved Proposals 1 and 2 at the September 30, 2026 special meeting. Proposal 1 received 6,372,989 votes for, 1,944 against and 36,494 abstentions; Proposal 2 received 5,841,470 votes for, 75,247 against and 494,710 abstentions.

When is the SMTI HSR waiting period set to expire?

The new HSR waiting period is set to expire at 11:59 p.m. Eastern Time on October 15, 2026, unless extended or earlier terminated. The merger remains subject to satisfaction or waiver of the other conditions in the Merger Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/01/2026 - 07:12 AM Accepted by SEC EDGAR 09/30/2026 - 07:48 PM Learn about SEC filing dates

false 0000714256 0000714256 2026-09-30 2026-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

SANARA MEDTECH INC.

(Exact name of registrant as specified in its charter)

Texas		001-39678		59-2219994
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1200 Summit Avenue, Suite 414
Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 529-2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, $0.001 Par Value		SMTI		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07. Submission of Matters to a Vote of Security Holders

Results of Special Meeting

On September 30, 2026, Sanara MedTech Inc., a Texas corporation ( “Sanara”), held a special meeting of shareholders (the “Special Meeting”) to vote on the proposals described in Sanara’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 4, 2026 (the “Proxy Statement”).

As of the close of business on September 1, 2026, the record date for the Special Meeting (the “Record Date”), there were 9,188,035 shares of Sanara’s common stock, par value $0.001 per share (the “Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 6,411,427 shares of Common Stock, representing approximately 69.78% of the outstanding shares of Common Stock, were present in person or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, Sanara’s shareholders voted on the following matters:

1. A proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 29, 2026 (as it may be amended, supplemented, waived or otherwise modified in accordance with its terms, the “Merger Agreement”), by and among Sanara, MiMedx Group, Inc., a Florida corporation (“MiMedx”) and Mustang Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of MiMedx (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Sanara, with Sanara surviving as a wholly-owned subsidiary of MiMedx (the “Merger”), and approve the consummation of the transactions contemplated by the Merger Agreement, including the Merger (“Proposal No. 1”);

2. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Sanara’s named executive officers that is based on or otherwise relates to the Merger (“Proposal No. 2”); and

3. A proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve Proposal No. 1 (“Proposal No. 3”).

The final voting results for each proposal are described below. Proposal No. 3 was not submitted to Sanara’s shareholders for approval at the Special Meeting because there were sufficient votes to approve Proposal No. 1. For more information on each of these proposals, see the Proxy Statement.

Proposal No. 1. Sanara’s shareholders approved Proposal No. 1. The votes cast on Proposal No. 1 were as follows:

For		Against		Abstain		Broker Non-Votes
6,372,989		1,944		36,494		N/A

Proposal No. 2. Sanara’s shareholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:

For		Against		Abstain		Broker Non-Votes
5,841,470		75,247		494,710		N/A

Item 8.01. Other Events

Update on Regulatory Approvals

As previously disclosed, MiMedx and Sanara filed their respective notification and report forms pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) on August 12, 2026. In order to provide the Federal Trade Commission with additional time for review, on September 11, 2026, MiMedx, in consultation with Sanara, voluntarily withdrew its notification and report form pursuant to 16 C.F.R. § 803.12 and refiled its notification and report form on September 15, 2026, commencing a new 30-calendar-day waiting period under the HSR Act. Unless extended or earlier terminated, the waiting period under the HSR Act will expire at 11:59 p.m. Eastern Time on October 15, 2026. The consummation of the Merger remains subject to the satisfaction or waiver of the other conditions set forth in the Merger Agreement.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SANARA MEDTECH INC.
Date:  September 30, 2026	By:	/s/ Elizabeth B. Taylor
		Elizabeth B. Taylor
		Chief Financial Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB